Page 77 - Martin Marietta - 2024 Proxy Statement

ANTI-HEDGING AND PLEDGING POLICY / COMPENSATION DISCUSSION AND ANALYSIS

Anti-Hedging and Pledging Policy
Our policies prohibit hedging and pledging of Martin Marietta stock by all directors and executive officers. Under our
policies, directors and executive officers may not engage in any hedging or monetization transactions, such as puts, calls,
options, other derivative securities, prepaid variable forward contracts, equity swaps, collars, exchange funds and short
sales with respect to Company stock, the purpose of which is to hedge or offset any decrease in the market value of such
stock. This policy also prohibits Directors and executive officers from purchasing Company stock on margin, borrowing
against Company stock on margin, or pledging Company stock as collateral for any loan.

Clawback Policy
We have a mandatory clawback policy that was adopted in 2023 to reflect Rule 10D of the Securities Exchange Act of
1934 as required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. The mandatory clawback policy
requires recovery of incentive-based compensation from current and former executive officers (including all Section 16
officers) who received such compensation during the three years preceding the date that the Company is required to
prepare an accounting restatement due to (i) the material noncompliance of the Company with any financial reporting
requirement under the securities laws, including any required accounting restatement to correct an error in previously
issued financial statements that is material to the previously issued financial statements, or (ii) that would result in a
material misstatement if the error were corrected in the current period or left uncorrected in the current period. The
amount of the recovery is based on the compensation amounts determined based on the restated financial information to
the extent the amount previously paid based on the initially reported financial information exceeds that amount. The
recovery is mandated without regard to whether any misconduct occurred or to an executive officer’s individual
responsibility for the misstated financial information.

The new policy supplements our clawback policy adopted in 2018. Under this policy, if the Board determines that an
officer’s intentional misconduct, gross negligence or failure to report such acts by another person was a contributing factor
in requiring us to restate any of our financial statements or constituted fraud, bribery or another illegal act (or contributed
to another person’s fraud, bribery or other illegal act) which adversely impacted our financial position or reputation, then
the Board shall take such action as it deems in the best interest of the Company and necessary to remedy the misconduct
and prevent its recurrence. Among other actions, the Board may seek to recover or require reimbursement of any amount
awarded to the officer in the form of an annual incentive bonus or LTI award. There were no events requiring Board
consideration of a clawback action under either of our clawback policies during 2023.

Our Use of Independent Compensation Consultants
The independent compensation consultant provides important information about market practices, the types and amounts
of compensation offered to executives generally and the role of corporate governance considerations in making
compensation decisions. The Committee’s charter authorizes it to retain outside advisors that it believes are appropriate to
assist in evaluating executive compensation.

For 2023, the Committee continued to retain Pay Governance as an independent compensation consultant.
In connection with its retention of Pay Governance, the Committee considered the following factors in assessing Pay
Governance’s independence:
• Pay Governance does not provide any services to Martin Marietta other than compensation advisory services.
• The compensation paid to Pay Governance is less than 1% of Pay Governance’s revenues.

• Pay Governance has business ethics and insider trading and stock ownership policies, which are designed to avoid
conflicts of interest.
• Pay Governance employees supporting the engagement do not own Martin Marietta securities.

• Pay Governance employees supporting the engagement have no business or personal relationships with members of the
Compensation Committee or with any Martin Marietta executive officer.

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